Filed by Duke Energy Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Duke Energy Holding Corp.
Commission File No. 333-126318
[DUKE ENERGY GRAPHIC OMITTED] [CINERGY GRAPHIC OMITTED]
Duke Energy Corporation
P.O. Box 1009
Charlotte, NC 28201-1009
Aug. 23, 2005 DUKE ENERGY MEDIA CONTACT: Peter Sheffield
Phone: 980/373-4503
24-Hour: 704/382-8333
CINERGY MEDIA CONTACT: Angeline Protogere
Phone: 317/838-1338
HAUSER SELECTED AS CFO OF DUKE ENERGY POST MERGER
CHARLOTTE, N.C. and CINCINNATI -- Paul M. Anderson, chairman of the board and
chief executive officer of Duke Energy, and James E. Rogers, chairman, president
and chief executive officer of Cinergy, announced today their selection of David
L. Hauser, currently group vice president and chief financial officer of Duke
Energy, to be the chief financial officer of Duke Energy when the companies
complete their merger in 2006. The selection is subject to the approval of the
board of directors of the new company once the merger is completed.
"As we integrate Duke Energy and Cinergy to create a platform for continued
growth, we thought it important to identify early the leader who would be
accountable for the new company's financial systems and controls," said Paul
Anderson. "Since being named CFO of Duke Energy in late 2003, David has done an
excellent job with our financial reporting, including creating greater
transparency and improving relations with the financial community. He's the
right leader to take on the important work of designing the financial systems
for the new Duke Energy," Anderson said.
"I've had the opportunity to work with David since the merger was announced in
May and have been impressed with his experience, his industry knowledge and his
business savvy," said Jim Rogers. "The new Duke Energy will participate in the
continued consolidation of the electric and gas industry, and David has the more
experience and strategic skills to be a key member of our leadership team,"
Rogers said.
A comprehensive integration process to merge Duke Energy and Cinergy will be
kicked off in mid-September. It is anticipated that the appointment of other key
executive and senior leadership positions will occur by the end of November
2005. The companies expect to close the merger in the first half of 2006. A more
precise closing window will be established following regulatory and shareholder
approvals.
Hauser is a 30-year employee of Duke Energy. During his first 20 years with the
company, he held various accounting positions, including controller. He later
served as vice president, procurement services and materials. He was named
senior vice president of global asset development in 1997 and, in 1998, was
named senior vice president and treasurer.
A native of High Point, Hauser graduated from Furman (S.C.) University with a
bachelor of arts degree in business administration. He received a master of
business administration degree from the University of North Carolina at
Charlotte. He completed the Executive Program of Professional Management
Education at the University of North Carolina at Chapel Hill. He is a certified
public accountant and a certified purchasing manager.
Corporate Profiles
Cinergy has a balanced, integrated portfolio consisting of two core businesses:
regulated operations and commercial businesses. Cinergy's integrated businesses
make it a Midwest leader in providing both low-cost generation and reliable
electric and gas service. More information about the company is available on the
Internet at: http://www.cinergy.com.
Duke Energy is a diversified energy company with a portfolio of natural gas and
electric businesses, both regulated and unregulated, and an affiliated real
estate company. Duke Energy supplies, delivers and processes energy for
customers in the Americas. Headquartered in Charlotte, N.C., Duke Energy is a
Fortune 500 company traded on the New York Stock Exchange under the symbol DUK.
More information about the company is available on the Internet at:
http://www.duke-energy.com.
Forward-Looking Statements
This document includes statements that do not directly or exclusively relate to
historical facts. Such statements are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements include
statements regarding benefits of the proposed mergers and restructuring
transactions, integration plans and expected synergies, anticipated future
financial operating performance and results, including estimates of growth.
These statements are based on the current expectations of management of Duke
Energy and Cinergy. There are a number of risks and uncertainties that could
cause actual results to differ materially from the forward-looking statements
included in this document. For example, (1) the companies may be unable to
obtain shareholder approvals required for the transaction; (2) the companies may
be unable to obtain regulatory approvals required for the transaction, or
required regulatory approvals may delay the transaction or result in the
imposition of conditions that could have a material adverse effect on the
combined company or cause the companies to abandon the transaction; (3)
conditions to the closing of the transaction may not be satisfied; (4) problems
may arise in successfully integrating the businesses of the companies, which may
result in the combined company not operating as effectively and efficiently as
expected; (5) the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those synergies; (6)
the transaction may involve unexpected costs or unexpected liabilities, or the
effects of purchase accounting may be different from the companies'
expectations; (7) the credit ratings of the combined company or its subsidiaries
may be different from what the companies expect; (8) the businesses of the
companies may suffer as a result of uncertainty surrounding the transaction; (9)
the industry may be subject to future regulatory or legislative actions that
could adversely affect the companies; and (10) the companies may be adversely
affected by other economic, business, and/or competitive factors. Additional
factors that may affect the future results of Duke Energy and Cinergy are set
forth in their respective filings with the Securities and Exchange Commission
("SEC"), which are available at www.duke-energy.com/investors and
www.cinergy.com/investors, respectively. Duke Energy and Cinergy undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement of Duke
Energy Holding Corp. (Registration No. 333-126318), which includes a preliminary
prospectus and a preliminary joint proxy statement of Duke Energy and Cinergy,
and other materials have been filed with the SEC and are publicly available. WE
URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY STATEMENT-PROSPECTUS WHEN IT
BECOMES AVAILABLE AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT DUKE ENERGY, CINERGY, DUKE ENERGY HOLDING CORP., AND
THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the
joint proxy statement-prospectus as well as other filed documents containing
information about Duke Energy and Cinergy at http://www.sec.gov, the SEC's
website. Free copies of Duke Energy's SEC filings are also available on Duke
Energy's Web site at http://www.duke-energy.com/investors/, and free copies of
Cinergy's SEC filings are also available on Cinergy's Web site at
http://www.cinergy.com.
Participants in the Solicitation
Duke Energy, Cinergy and their respective executive officers and directors may
be deemed, under SEC rules, to be participants in the solicitation of proxies
from Duke Energy's or Cinergy's stockholders with respect to the proposed
transaction. Information regarding the officers and directors of Duke Energy is
included in its definitive proxy statement for its 2005 annual meeting filed
with the SEC on March 31, 2005. Information regarding the officers and directors
of Cinergy is included in its definitive proxy statement for its 2005 annual
meeting filed with the SEC on March 28, 2005. More detailed information
regarding the identity of potential participants, and their direct or indirect
interests, by securities, holdings or otherwise, will be set forth in the
registration statement and proxy statement and other materials to be filed with
the SEC in connection with the proposed transaction.
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